Dominica IBC Offshore Company Formation

The Commonwealth of Dominica (not to be confused with the Dominican Republic) is located in the Eastern Caribbean offers attractive offshore formation opportunities for potential foreign individuals and companies. Dominica currently offers a broad range of offshore services, the most popular product being the International Business Company (IBC), also known as an offshore company or a non-resident company.

The International Business Companies (IBC) Act passed in 1996 offers progressive legislation with a flexible structure and formation process. Since then, Dominica has experienced rapid growth in the offshore sector due to its liberal legislation, quick incorporation procedures and low government formation fees.

The Dominica IBC offers individuals fully tax exempt status, with zero obligations on financial reporting and low fixed annual fees for licensing. As an offshore business center, Dominica is quickly becoming one of the world leaders in offshore services.

Due to Dominica’s progressive IBC legislation, incorporation procedures are both easy and flexible, making an IBC a useful tool for many different business activities.

The formation of an IBC can be made for any legal purpose and for any legal activity, except for the banking and insurance sectors. An IBC can be used for any commercial enterprise, including but not limited to:

• Offshore savings and investments
• Manufacturing
• Transportation
• Trade and distribution
• Forex and stock trading
• E-commerce
• Professional service company

In order to carry out certain activities, proper licensing is required for:

• Online casino and other online gaming
• Ship management and other maritime operations
• Owning and lease of yacht and vessels

There are a number of advantages given to individuals and companies who choose to incorporate in Dominica, including:

• Flexible requirements - With respect to capitalization, shareholders, directors and shares of the company
• Efficient business regulations - Fast incorporation, straightforward registration procedures, no limitations to the share capital value and currency, no requirements of minimum paid-up capital
• No financial reporting requirements -  Financial statements are not made available to the public
• Flexible legislation - Allows for multiple uses of a Dominican offshore company
• High Confidentiality and Privacy - Names of directors and shareholders are not made public. Additionally, nominee shareholders and directors are also available in Dominica, providing yet another layer of privacy
• Asset security and protection - Maintained via provisions that restrict seizure, expropriation or confiscation of assets by foreign authorities or creditors

Dominica’s offshore jurisdiction enables companies and individuals to take advantage of numerous other benefits including:

• Zero tax
• Political and economic stability
• Absence of exchange, currency and capital controls
• Absence of tax treaties
• Modern and simple incorporation laws and procedures
• Excellent communications and transportation systems
• Superior banking and professional services
• An English Common Law System
• English speaking country
• Minimum disclosure requirements
• Currency diversification
• Limiting personal liability
• Reduction in transaction costs

There are very few requirements in order to set up a Dominica IBC:

• A single individual can set up an Dominica IBC with just one director and one shareholder to set up an offshore company (the director can be the same person as the shareholder)
• Certified copy of identification pages of passport
• Police clearance certificate

Individuals and companies interested in establishing a Dominica offshore IBC benefit from a number of tax incentives including:

• Tax exemption from all taxes for a minimum period of twenty years
• Tax exemption from all income generated through an IBC including dividends, royalties, capital gains, inheritance, and rents
• There are no exchange controls on the movement of funds by IBC's and there is unrestricted operation of bank accounts
• Dominica is not party to any double tax treaties

Dominica Companies Maintenance of Privacy

The IBC Act makes it an offence for anyone to reveal any information regarding a Dominica corporation, except under criminal investigations through a court order. The affairs of any offshore IBC can only be looked into when its principal is found guilty of a crime in his/her country of residence and only if that offence is deemed criminal in the offshore jurisdiction had the same act been committed there.

Tax Treaties and exchange of information

Double Taxation Treaties have been signed with:

Switzerland, Antigua and Barbuda, Barbados, Belize, Grenada, Guyana, Jamaica, St. Kitts and Nevis, St. Lucia, St. Vincent and the Grenadines, Trinidad and Tobago, Australia, Belgium, Canada, Denmark, Faroe Islands, Finland, Greenland, Iceland, Netherlands, New Zealand, Norway, Portugal, Sweden, UK, and USA.

Exchange controls

There are no foreign exchange controls and the US dollar is allowed to circulate freely throughout the economy.

Type of Law

Dominica’s legal system is based upon British Common Law.

Principal Corporate Legislation

• International Business Companies (IBC) Act 1996
• Companies Act 1994

Other Offshore Legislation

• International Exempt Trust Act 1997
• Offshore Banking Act 1996

Restrictions to Business Activities

An IBC is restricted from conducting business in Dominica as well as any activities that include real estate banking, trust, or in insurance sector unless the appropriate license is granted.

Corporate Business Relations Allowances

• Make and maintain deposits in Dominica
• Engage professional services in Dominica
• Hold shares, debt obligations or other securities in a company owned by a resident, locally registered company or one incorporated through the Local Companies Act.

Powers of Company

An IBC is given all rights, powers and privileges of an individual.

Name Restrictions

Restricted names are any that suggest the patronage of the Royal Family, the government, political party, university, professional association, or any names that may considered to be objectionable or that have already been taken.

Language of Name

Any language or alphabet, but if not in English a translation is required.

Suffixes to Denote Limited Liability

An IBC name must indicate Limited Liability, ex. Ltd, Corp.

Documentation Requirements

Copies of Articles of Association, Memorandum of Association, and Certificate of Incorporation, must be kept at the Registers office, though the register is not available to the public.

Shares

Shares may be issued: with or without par value, can be issued as registered or in a bearer form, can be issued for consideration other than money and without par value.

Incorporation time frame

1-2 working days